Buyer & seller guide
Asset Sale vs Share Sale in BC: Questions for Your Advisers
Compare the scope, records, approvals and professional questions in an asset or share acquisition without assuming the same tax or liability result.
Published by Harry Khosa PREC* · REALTOR® with SRS Panorama Realty
6 min read · Updated October 6, 2026
Start with what changes hands
An asset purchase identifies the assets and agreed obligations being acquired. A share purchase concerns ownership of the corporation. Do not use the listing price alone to decide which structure suits the buyer or seller.
Ask the lawyer and accountant to explain the proposed scope, historical liabilities, tax treatment, consents and exclusions for the specific transaction. This guide is a preparation checklist, not a legal or tax opinion.
Build a structure comparison
For an asset transaction, list equipment, inventory, goodwill, intellectual property, deposits, receivables and assumed obligations, then identify what is excluded. For a share transaction, organize the corporate records, ownership, debt, contracts and historical compliance records required for adviser review.
BC’s PST guidance distinguishes purchases of business assets from purchases of shares. Have your advisers apply current guidance and any relevant clearance or allocation requirements to the actual agreement.
Check approvals before setting completion
Lease, lender, licence, franchise, supplier and material contract arrangements can raise different questions depending on the structure. Ask which assignment or change-of-control clauses are relevant. Do not assume that a share sale avoids every approval.
Build an approvals schedule naming the responsible party, evidence needed and deadline. The accepted offer and lawyer’s drafting should deal with the agreed conditions.
Prepare the professional handoff
Take your advisers a public summary, the proposed structure, a list of assets and obligations, the lease, key contracts and the seller-approved financial package. Keep unresolved points on a written questions list.
Harry coordinates the sale process and communication. The parties’ lawyers, accountants and lenders determine the advice within their respective expertise.
Official resources
Confirm current licensing, tax, zoning or regulatory requirements directly with the responsible authority.